As filed with the Securities and Exchange Commission on March 15, 2000
Securities Act File No. 333-88463
Investment Company Act File No. 811-08349
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRE-EFFECTIVE AMENDMENT NO. | |
POST-EFFECTIVE AMENDMENT NO. 1 |X|
(Check appropriate box or boxes)
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MuniHoldings Florida Insured Fund
(Exact Name of Registrant as Specified in Its Charter)
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(609) 282-2800
(Area Code and Telephone Number)
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800 Scudders Mill Road
Plainsboro, New Jersey 08536
(Address of Principal Executive Offices:
Number, Street, City, State, Zip Code)
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Terry K. Glenn
MuniHoldings Florida Insured Fund
800 Scudders Mill Road, Plainsboro, New Jersey 08536
Mailing Address:
P.O. Box 9011, Princeton, New Jersey 08543-9011
(Name and Address of Agent for Service)
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Copies to:
FRANK P. BRUNO, ESQ. MICHAEL J. HENNEWINKEL, ESQ.
Brown & Wood LLP Merrill Lynch Asset Management, L.P.
One World Trade Center 800 Scudders Mill Road
New York, NY 10048-0557 ___________ Plainsboro, NJ 08536
Approximate Date of Proposed Public Offering: As soon as practicable
after the Registration Statement becomes effective under the Securities Act of
1933.
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<PAGE>
This amendment consists of the following:
1. Facing Sheet of the Registration Statement.
2. Part C to the Registration Statement (including signature page).
The Proxy Statement and Prospectus are incorporated by reference from
Pre-Effective Amendment No. 1 to this Registration Statement (File No.
333-88463) filed on November 10, 1999.
This amendment is being filed solely to file as Exhibit No. 12 to this
Registration Statement the private letter ruling received from the Internal
Revenue Service.
<PAGE>
PART C
OTHER INFORMATION
Item 15. Indemnification.
Section 5.3 of the Registrant's Amended and Restated Declaration of
Trust, a form of which was previously filed as an exhibit to the Common Shares
Registration Statement (defined below); Article VI of the Registrant's
By-Laws, which was previously filed as an exhibit to the Common Shares
Registration Statement, and the Investment Advisory Agreement, a form of which
was previously filed as an exhibit to the Common Shares Registration
Statement, provide for indemnification.
"The Trust shall indemnify each of its Trustees, officers, employees, and
agents (including persons who serve at its request as directors, officers or
trustees of another organization in which it has any interest as a
shareholder, creditor or otherwise) against all liabilities and expenses
(including amounts paid in satisfaction of judgments, in compromise, as fines
and penalties, and as counsel fees) reasonably incurred by him in connection
with the defense or disposition of any action, suit or other proceeding,
whether civil or criminal in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his being or having
been such a trustee, officer, employee or agent, except with respect to any
matters to which he shall have been adjudicated to have acted in bad faith,
willful misfeasance, gross negligence or reckless disregard of his duties;
provided, however, that as to any matter disposed of by a compromise payment
by such person, pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be provided unless the
Trust shall have received a written opinion from independent legal counsel
approved by the Trustees to the effect that if either the matter of willful
misfeasance, gross negligence or reckless disregard of duty, or the matter of
good faith and reasonable belief as to the best interests of the Trust, had
been adjudicated, it would have been adjudicated in favor of such person. The
rights accruing to any person under these provisions shall not exclude any
other right to which he may be lawfully entitled; provided that no person may
satisfy any right of indemnity or reimbursement granted herein or in Section
5.1 or to which he may be otherwise entitled except out of the property of the
Trust, and no Shareholder shall be personally liable to any person with
respect to any claim for indemnity or reimbursement or otherwise. The Trustees
may make advance payments in connection with indemnification under this
Section 5.3, provided that the indemnified person shall have given a written
undertaking to reimburse the Trust in the event it is subsequently determined
that he is not entitled to such indemnification."
The Registrant's By-Laws provide that insofar as the conditional
advancing of indemnification moneys pursuant to Section 5.3 of the Declaration
of Trust for actions based upon the Investment Company Act of 1940 may be
concerned, such payments will be made only on the following conditions: (i)
the advances must be limited to amounts used, or to be used, for the
preparation or presentation of a defense to the action, including costs
connected with the preparation of a settlement; (ii) advances may be made only
upon receipt of a written promise by, or on behalf of, the recipient to repay
that amount of the advance which exceeds the amount to which it is ultimately
determined he is entitled to receive from the Registrant by reason of
indemnification; and (iii) (a) such promise must be secured by a surety bond,
other suitable insurance or an equivalent form of security which assures that
any repayments may be obtained by the Registrant without delay or litigation,
which bond, insurance or other form of security must be provided by the
recipient of the advance, or (b) a majority of a quorum of the Registrant's
disinterested, non-party Trustees, or an independent legal counsel in a
written opinion, shall determine, based upon a review of readily available
facts, that the recipient of the advance ultimately will be found entitled to
indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act") may be provided to trustees, officers
and controlling persons of the Fund, pursuant to the foregoing provisions or
otherwise, the Fund has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Fund of expenses incurred or paid by a trustee, officer or controlling person
of the Fund in connection with successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Fund will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Reference is made to Section Six of the Purchase Agreement for provisions
relating to the indemnification of the underwriter.
Item 16. Exhibits.
1 (a) -- Declaration of Trust of the Registrant, dated September 8, 1997.(a)
(b) -- Articles of Amendment relating to name change. (a)
(c) -- Articles of Amendment relating to name change. (b)
(d) -- Form of Certificate of Designation creating the Series A AMPS and the
Series B AMPS. (c)
(e) -- Form of Certificate of Designation creating the Series C AMPS, the
Series D AMPS and the Series E AMPS.(e)
2 -- By-Laws of the Registrant.(a)
3 -- Not Applicable.
4 -- Form of Agreement and Plan of Reorganization among the Registrant and
MuniHoldings Florida Insured Fund II, MuniHoldings Insured Fund III
and MuniHoldings Insured Fund IV (included in Exhibit II to the
Proxy Statement and Prospectus contained in this Registration
Statement). (f)
5 (a) -- Copies of instruments defining the rights of shareholders, including
the relevant portions of the Declaration of Trust and the By-Laws of
the Registrant.(c)
(b) -- Form of specimen certificate for the Common Shares of the
Registrant.(a)
(c) -- Form of specimen certificate for the AMPS of the Registrant.(c)
6 -- Form of Investment Advisory Agreement between Registrant and Fund
Asset Management, L.P.(a)
7 (a) -- Form of Purchase Agreement for the Common Shares. (a)
(b) -- Form of Purchase Agreement for the AMPS. (c)
(c) -- Form of Merrill Lynch Standard Dealer Agreement. (a)
-- Not applicable.
9 -- Custodian Contract between the Registrant and The Bank of New
York. (a)
10 -- Not applicable.
11 -- Opinion and Consent of Brown & Wood LLP, counsel for the
Registrant. (f)
12 -- Private Letter Ruling from the Internal Revenue Service.
13 (a) -- Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing
Agency Agreement between the Registrant and The Bank of New York. (a)
(b) -- Form of Auction Agent Agreement between the Registrant and IBJ
Whitehall Bank & Trust Co. (c)
(c) -- Form of Broker-Dealer Agreement. (c)
(d) -- Form of Letter of Representations. (c)
14 (a) -- Consent of Deloitte & Touche LLP, independent auditors for the
Registrant. (f)
(b) -- Consent of Deloitte & Touche LLP, independent auditors for
MuniHoldings Florida Insured Fund II. (f)
15 -- Not applicable.
16 -- Power of Attorney (Included on the signature page of this
Registration Statement).
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(a) Incorporated by reference to the Registrant's Registration Statement on
Form N-2 relating to the Registrant's Common Shares (File No. 333-35219)
(the "Common Shares Registration Statement"), filed on September 9, 1997.
(b) Incorporated by reference to Pre-Effective Amendment No. 1 to the Common
Shares Registration Statement, filed on September 23, 1997.
(c) Incorporated by reference to the Registrant's Registration Statement on
Form N-2 relating to the Registrant's Auction Market Preferred Stock
(File No. 333-32483) (the "AMPS Registration Statement"), filed on
October 1, 1997.
(d) Reference is made to Article V, Article VI (sections 2, 3, 4, 5 and 6),
Article VII, Article VIII, Article X, Article XI, Article XII and Article
XIII of the Registrant's Declaration of Trust, previously filed as
Exhibit (1) to the Common Stock Registration Statement, and to Article
II, Article III (sections 1, 2, 3, 5 and 17), Article VI, Article VII,
Article XII, Article XIII and Article XIV of the Registrant's By-Laws
previously filed as Exhibit (2) to the Common Stock Registration
Statement. Reference is also made to the Form of Certificate of
Designation filed as Exhibit 1(d) to the AMPS Registration Statement and
as Exhibit l(e) hereto.
(e) Filed on October 5, 1999 as an Exhibit to Registrant's Registration
Statement on Form N-14 (File No. 333-88463).
(f) Filed on November 10, 1999 as Exhibit to Pre-effective Amendment No. 1 to
the Registrant's Registration Statement on Form N-14.
<PAGE>
Item 17. Undertakings.
(1) The undersigned Registrant agrees that prior to any public reoffering of
the securities registered through use of a prospectus which is part of
this Registration Statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of
1933, as amended, the reoffering prospectus will contain information
called for by the applicable registration form for reofferings by persons
who may be deemed underwriters, in addition to the information called for
by other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities
Act of 1933, as amended, each post-effective amendment shall be deemed to
be a new registration statement for the securities offered therein, and
the offering of securities at that time shall be deemed to be the initial
bona fide offering of them.
(3) The Registrant undertakes to file, by post-effective amendment, either a
copy of the Internal Revenue Service private letter ruling applied for or
an opinion of counsel as to certain tax matters, within a reasonable time
after receipt of such ruling or opinion.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement
has been signed on behalf of the Registrant, in the Township of Plainsboro and
State of New Jersey, on the 15th day of March, 2000.
MUNIHOLDINGS FLORIDA INSURED FUND, INC.
(Registrant)
By: /s/ Donald C. Burke
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(Donald C. Burke, Vice President and Treasurer)
As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
TERRY K. GLENN* President and Director
- ----------------------------------------- (Principal Executive Officer)
(Terry K. Glenn)
DONALD C. BURKE* Treasurer (Principal Financial
- ----------------------------------------- and Accounting Officer
(Donald C. Burke)
RONALD W. FORBES* Director
- -----------------------------------------
(Ronald W. Forbes)
CYNTHIA A. MONTGOMERY* Director
- -----------------------------------------
(Cynthia A. Montgomery)
CHARLES C. REILLY* Director
- -----------------------------------------
(Charles C. Reilly)
KEVIN A. RYAN* Director
- -----------------------------------------
(Kevin A. Ryan)
RICHARD R. WEST* Director
- -----------------------------------------
(Richard R. West)
ARTHUR ZEIKEL* Director
- -----------------------------------------
(Arthur Zeikel)
*By: /s/ Donald C. Burke March 15, 2000
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(Donald C. Burke, Attorney-in-Fact)
</TABLE>
<PAGE>
EXHIBIT INDEX
12 -- Private Letter Ruling from The Internal Revenue Service.
<PAGE>
Internal Revenue Service Department of the Treasury
Index Number: 0368.00-00 Washington, DC 20224
Donald C. Burke Person to Contact:
Vice President and Treasurer Kevin Shea Id#: 50-06578
MuniHoldings Florida Insured Fund Telephone Number:
800 Scudders Mill Road (202) 622-7550
Plainsboro, NJ 08536 Refer Reply To:
CC:DOM:CORP:5 -PLR-115835-99
Date:
February 2, 2000
Acquiring = MuniHoldings Florida Insured Fund
a Massachusetts business trust
EIN 22-3536487
T1 = MuniHoldings Florida Insured Fund II
a Massachusetts business trust
EIN 22-3557909
T2 = MuniHoldings Florida Insured Fund III
a Massachusetts business trust
EIN 22-3604193
T3 = MuniHoldings Florida Insured Fund IV
a Massachusetts business trust
EIN 22-3626153
State A = Massachusetts
Date A = June 8,1998
Date B = November 25, 1998
Dear Mr. Burke:
This is in reply to a letter dated September 24, 1999, in which rulings
are requested as to the federal income tax consequences of a proposed
transaction. Additional information was submitted in letters dated December 2
and 7, 1999, and January 12, 2000. The facts submitted for consideration are
substantially as set forth below.
Acquiring is a closed-end nondiversified management investment company
organized under the laws of State A. Acquiring has elected to be taxed as a
regulated investment company ("RIC") under Section 851-855 of the Internal
Revenue Code. Acquiring has outstanding voting common stock and two series of
voting preferred stock.
T1 is a closed-end nondiversified management investment company organized
under the laws of State A. T1 has elected to be taxed as a RIC under Section
851-855 of the Internal Revenue Code. T1 has outstanding voting common stock
and two series of voting preferred stock.
T2 is a closed-end nondiversified management investment company organized
on Date A under the laws of State A. T2 will elect to be taxed as a RIC under
Section 851-855 of the Internal Revenue Code in its first tax return. T2 has
outstanding voting common stock and two series of voting preferred stock.
T3 is a closed-end nondiversified management investment company organized
on Date B under the laws of State A. T3 will elect to be taxed as a RIC under
Section 851-855 of the Internal Revenue Code in its first tax return. T3 has
outstanding voting common stock and two series of voting preferred stock.
Each of Acquiring, T1, T2 and T3 is registered under the Investment
Company Act of 1940.
For what are represented to be valid business reasons, the following
transaction is proposed:
(i) T1, T2, end T3 (Target Funds) will transfer all of their assets and
liabilities to Acquiring in exchange for Acquiring voting common
stock and voting preferred stock.
(ii) The Target Funds will dissolve and distribute the Acquiring voting
common and voting preferred stock to their shareholders. Each Target
Fund common stockholder will be entitled to receive a proportionate
number of Acquiring common shares equal to the aggregate net asset
value of the Target Fund common stock owned by such shareholder on
the exchange date. Each Target Fund preferred shareholder, likewise,
will be entitled to receive a number of Acquiring preferred shares
having a liquidation preference and value equal to the liquidation
preference and value of the Target Fund shares owned by such
shareholder on the exchange date. Each Target Fund's preferred
shares have the same terms as the Acquiring preferred shares to be
Issued.
(iii) Acquiring may sell up to 66 percent of the assets received in the
transfers and will reinvest the proceeds consistent with its
investment objectives and policies. Acquiring will not sell more
than 66 percent of any Target Fund's assets following the
transaction.
No fractional shares will be issued by Acquiring in the transaction.
All fractional shares of Acquiring common stock will be aggregated and sold
and the fractional shareholder will receive cash in lieu thereof.
The following representations have been made in connection with the
proposed transaction:
(a) The fair market value of the Acquiring stock received by each Target
Fund shareholder will be approximately equal to the fair market value
of the Target Fund stock surrendered in the exchange.
(b) Acquiring will acquire at least 90 percent of the fair market value
of the net assets and at least 70 percent of the fair market value of
the gross assets held by each Target Fund immediately prior to the
transaction. For purposes of this representation, amounts paid by a
Target Fund to dissenters, amounts used by each Target Fund to pay
its reorganization expenses, amounts paid by each Target Fund to
shareholders who receive cash or other property, and all redemptions
and distributions (except for regular, normal dividends) made by each
Target Fund immediately preceding the transfer will be included as
assets of the respective Target Fund held immediately prior to the
transaction.
(c) Acquiring has no plan or intention to reacquire any of its stock
issued in the transaction.
(d) After the transaction, Acquiring will use the assets acquired from
Target Funds in its business, except that a portion of these assets
may be sold or otherwise disposed of in the ordinary course of
Acquiring's business and as set forth above in step (iii) of the
transaction. Any proceeds will be invested in accordance with
Acquiring's investment objectives. Otherwise, Acquiring has no plan
or intention to sell or otherwise dispose of any of the assets of
Target Funds acquired in the transaction except for dispositions made
in the ordinary course of business or transfers described in Section
368(e)(2)(C).
(e) Target Funds will distribute to their shareholders the stock of
Acquiring received pursuant to the plan of reorganization.
(f) The liabilities of Target Funds assumed by Acquiring and any
liabilities to which the transferred assets of Target Funds are
subject were incurred by Target Funds in the ordinary course of their
businesses.
(g) Following the transaction, Acquiring will continue the historic
business of each Target Fund or use a significant portion of each
Target Fund's historic business assets in the continuing business,
(h) Target Funds, Acquiring and the shareholders of each Target Fund will
pay their respective expenses, if any, incurred in connection with
the transaction.
(i) There is no intercorporate indebtedness existing between any of the
Target Funds and Acquiring that was issued, acquired, or will be
settled at a discount.
(j) Acquiring and each Target Fund meet the requirements of a regulated
investment company as referred to in 368(a)(2)(F).
(k) The fair market value of the assets of each Target Fund transferred
to Acquiring will equal or exceed the sum of the liabilities assumed
by Acquiring, plus the amount of liabilities, if any, to which the
transferred assets are subject.
(l) Acquiring does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any stock of
Target Funds.
(m) Cash is being distributed to shareholders of Target Funds in lieu of
fractional shares of Acquiring solely to save Acquiring the expense
and inconvenience of Issuing and transferring fractional shares, and
such cash does not represent separately bargained for consideration
in the transaction. The total cash consideration that will be paid in
each transaction between Acquiring and a Target Fund to the
respective Target Fund shareholders instead of issuing fractional
shares of Acquiring stock will not exceed one percent of the total
consideration that will be issued in the transaction to the Target
Fund shareholders in exchange for their shares of Target Fund stock.
The fractional share interests of each shareholder of a Target Fund
will be aggregated, and no Target shareholder will receive cash in an
amount equal to or greater than the value of one full share of
Acquiring stock.
(n) Target Funds are not under the jurisdiction of a court in a title 11
or similar case within the meaning of Section 368(a)(3)(A).
(o) Target Funds and Acquiring have elected to be taxed as RICs under
Section 851, and for all of their taxable periods (including the last
short taxable period ending on the date of the transaction, for each
Target Fund), have qualified for the special tax treatment afforded
RICs under the Code. After the transaction, Acquiring intends to
continue to so qualify.
(p) There is no plan or intention for Acquiring (the issuing corporation
as defined in Section 1.368-1(b)) or any person related (as defined
in Section 1.368-1(e)(3)) to Acquiring, to acquire, during the five
year period beginning on the date of the proposed transaction, with
consideration other than Acquiring stock, Acquiring stock furnished
in exchange for a proprietary interest in a Target Fund in the
proposed transaction, either directly or through any transaction,
agreement, or arrangement with any other person, except for cash
distributed to the Target Fund's common shareholders in lieu of
fractional shares of Acquiring common stock.
(q) During the five year period ending on the date of the proposed
transaction: (i) neither Acquiring, nor any person related (as
defined in Section 1.368-1(e)(3)) to Acquiring, will have acquired a
Target Fund's stock with consideration other than Acquiring stock;
(ii) no Target Fund, nor any person related (as defined in Section
1.368-1(e)(3) without regard to Section 1.368-1(e)(3)(i)(A)) to a
Target Fund, will have acquired such Target Fund's stock with
consideration other than Acquiring stock or the Target Fund's stock;
and (iii) no distributions will have been made with respect to a
Target Fund's stock (other then ordinary, normal, regular, dividend
distributions made pursuant to the Target Fund's historic dividend
paying practice), either directly or through any transaction,
agreement, or arrangement with any other person, except for a) cash
paid to dissenters and b) distributions described in Sections 852 and
4982 of the Code, as required for each Target Fund's tax treatment as
a RIC.
(r) The aggregate value of the acquisitions, redemptions, and
distributions discussed in paragraphs (p) and (q), above, will not
exceed 50 percent of the value (without giving effect to the
acquisitions, redemptions and distributions) of the proprietary
Interest in any Target Fund on the effective date of the proposed
transaction,
(s) At the time of the incorporation of each of T2 and T3, there was no
plan or intention to sell or otherwise dispose of such corporation's
assets except in the ordinary course of business.
Based solely upon the information and representations set forth
above, we hold as follows:
(1) The acquisition by Acquiring of substantially all of the assets of
each Target Fund in exchange for voting shares of Acquiring stock and
Acquiring's assumption of each Target Fund's liabilities, followed by
the distribution of each Target Fund to its shareholders of Acquiring
shares and any remaining assets, in complete liquidation, will
qualify as a reorganization within the meaning of Section
368(a)(1)(C) of the Code. Acquiring and each Target Fund each will be
deemed a "party to a reorganization" within the meaning of Section
368(b).
(2) No gain or loss will be recognized by each Target Fund upon the
transfer of substantially all of its assets to Acquiring solely in
exchange for Acquiring voting stock and Acquiring's assumption of
such Target Fund's liabilities or upon the distribution of such
Acquiring stock to the Target Fund shareholder (Sections 361(a) and
(c), 357(a)).
(3) Acquiring will not recognize any gain or loss on the receipt of the
assets of each Target Fund in exchange for voting shares of Acquiring
(Section 1032(a)),
(4) The basis of each Target Fund's assets in the hands of Acquiring will
be the same as the basis of those assets in the hands of such Target
Fund immediately prior to the reorganization (Section 362(b)),
(5) Acquiring's holding period for the Target Fund assets acquired will
include the period during which such assets were held by the Target
Fund (Section 1223(2)).
(6) The shareholders of the Target Funds will not recognize any gain or
loss on the receipt of voting shares of Acquiring (including
fractional shares to which they may be entitled) solely in exchange
for their shares in the Target Funds (Section 354(a)(1)).
(7) The basis of the Acquiring shares received by the Target Fund
shareholders (including fractional shares to which they may be
entitled) will be the same, in the aggregate, as the basis of the
Target Fund shares surrendered in exchange (Section 358(a)(1)).
(8) The holding period of the Acquiring shares received by Target Fund
shareholders in exchange for their Target Fund shares (including
fractional shares to which they may be entitled) will include the
period during which the exchanged Target Fund shares were held,
provided that the Target Fund shares are held as a capital asset in
the hands of the Target Fund shareholder on the date of the exchange
(Section 1223(1)).
(9) Any gain or loss realized by a shareholder of the Target Funds upon
the sale of fractional share interests of Acquiring voting stock to
which the shareholder is entitled will be recognized to the
shareholder measured by the difference between the amount of cash
received and the basis of the fractional share interest. Where the
stock surrendered qualifies as a capital asset in the hands of the
shareholder, such gain or loss will be a capital gain or loss subject
to the provisions and limitations of Subchapter P of Chapter 1 of the
Code.
(10) Pursuant to Section 381(a) and Section 1.381(a)-1, Acquiring will
succeed to and take into account the items of the Target Funds
described in Section 381(c), subject to the conditions and
limitations specified in Setions 381(b) and (c), 382, 383, and 384.
No opinion is expressed about the tax treatment of the proposed
transaction under other provisions of the Code or regulations or about the tax
treatment of any conditions existing at the time of, or effects resulting
from, the proposed transaction that are not specifically covered by the above
rulings.
This letter is directed only to the taxpayer who requested it.
Section 6110(k)(3) provides that it may not be used or cited as precedent.
A copy of this letter should be attached to the federal income tax return
of the taxpayers involved for the taxable year in which the transaction
covered by this letter is consummated.
Pursuant to a power of attorney on file in this office, a copy of this
letter has been sent to the taxpayer's representative.
Sincerely,
Assistant Chief Counsel (Corporate)
By: /s/ Charles Whedbee
-----------------------------------------
Charles Whedbee
Senior Technical Reviewer
Branch 5
